To the Members of
FAZE THREE AUTOFAB LIMITED
(Formerly AUNDE FAZE THREE AUTOFAB LIMITED)
Report on the Audit of the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of FAZE THREE AUTOFABLIMITED (Formerly AUNDE FAZE THREE AUTOFAB LIMITED) (the Company') whichcomprise the balance sheet as at 31st March 2021 and the statement of profitand loss (including other comprehensive income) the statement of changes in equity andthe cash flow statement for the year then ended and notes to the Ind AS financialstatements including a summary of the significant accounting policies and otherexplanatory information (herein after referred to as Ind AS financial statements').
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Companies Act 2013 (the Act') in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2021 its Profit (includingother comprehensive income) changes in equity and its cash flows for the year ended onthat date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Ind AS financialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI) togetherwith the ethical requirements that are relevant to our audit of the Ind AS financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 40 of the Ind AS Financial Statements which states theimpact of Coronavirus (COVID-19) on the operations of the Company. Our opinion is notmodified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Ind AS financial statements of the current year. Thesematters were addressed in the context of our audit of the Ind AS financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
Description of Key Audit Matters:
|Sr. No. Key Audit Matters ||Auditors Response |
|1 The Company has unutilized Minimum Alternate Tax (MAT) credit of Rs. 3.15 Crores as on 31st March 2021. Minimum Alternate Tax (MAT) credit is recognized only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. There is inherent uncertainty and management estimation involved in forecasting future taxable profits which determines the extent to which MAT credit asset is recognized and carried forward. ||Our procedures included: |
| ||Evaluated whether the controls over management assumptions and key estimates for utilization of MAT credit in the future years are appropriately designed implemented and operating effectively by performing combination of procedures involving enquiry re performance and verification of evidences. |
| ||Evaluated management's assumptions and key estimates with respect to the projections supporting sufficient future taxable profit in order to support the carry forward of MAT credit asset. |
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sreport but does not include the financial statements and our auditors' report thereon.
Our opinion on the Ind AS financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the Ind AS financial statements or our knowledge obtained inthe audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is no materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Ind AS Financial Statements
The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Ind AS financialstatements that give a true and fair view of the state of affairs profit and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the Ind AS financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.
In preparing the Ind AS financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Ind AS financial statements
Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Ind AS financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the companyhas adequate internal financial controls with reference to financial statements in placeand the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe Ind AS financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the Ind AS financialstatements including the disclosures and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Ind AS financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditors' report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditors' Report) Order 2016 (the Order')issued by the Central Government in terms of Section 143 (11) of the Act we give in theAnnexure A' a statement on the matters specified in paragraphs 3 and 4 of the Orderto the extent applicable.
A) As required by Section 143(3) of the Act we report that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
c) The balance sheet the statement of profit and loss (including other comprehensiveincome) the statement of changes in equity and the cash flow statement dealt with by thisreport are in agreement with the books of account;
d) In our opinion the aforesaid Ind AS financial statements comply with the Ind ASspecified under Section 133 of the Act;
e) On the basis of the written representations received from the directors as on 31stMarch 2021 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in termsof Section 164(2) of the Act; and
f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure B'.
B) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i). As informed to us the Company does not have any pending litigation which wouldimpact its financial position as on 31st March 2021.
ii). The Company did not have any long term contracts including derivative contractsfor which there were any material foreseeable losses.
iii). There were no amounts that were required to be transferred to the InvestorEducation and Protection Fund by the Company; and
C) With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act in our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the
Act. The Ministry of Corporate Affairs has not prescribed other details under Section197(16) which are required to be commented upon by us.
Annexure A to the Independent Auditors' Report
The Annexure referred to in Independent Auditors' Report to the members of FAZETHREE AUTOFAB LIMITED (Formerly AUNDE FAZE THREE AUTOFAB LIMITED) on the Ind ASfinancial statements for the year ended 31st March 2021.
1) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
(b) There is a phased programme for verification of fixed assets over a period ofthree years which in our opinion is reasonable having regard to the size of the companyand the nature of its assets. According to the information and explanation given to us nomaterial discrepancies were noticed on such verification.
(c) As per the information and explanations provided to us title deeds of immovableproperties are in the name of the Company.
2) The inventory (excluding stock with Third parties) has been physically verified bythe management during the year. In respect of inventory lying with third parties thesehave been confirmed by them. In our opinion the frequency of verification is reasonable.The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material.
3) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Companies Act 2013. Accordingly paragraph 3 (iii) of the Order is notapplicable to the Company.
4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013in respect of Loans investments guarantees and security.
5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.
6) As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub Section (1) of section 148 of the Act in respect of theactivities carried on by the Company.
7) (a) According to the information and explanations given to us and on the basis ofour examination of the books of account and records the Company has been generallyregular in depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income-Tax Sales tax Service Tax Goods and Service Tax (GST) Duty ofCustoms Duty of Excise Value added Tax Cess and any other statutory dues with theappropriate authorities.
According to the information and explanations given to us no undisputed amount payablein respect of the above were in arrears as at March 31 2021 for a period of more than sixmonths from the date on which they became payable.
(b) According to the information and explanations given to us there are no dues ofIncome-Tax Sales tax Service Tax Goods and Service Tax (GST) Duty of Customs Duty ofExcise Value added Tax outstanding on account of any dispute.
8) According to the records of the company examined by us and the information andexplanations given to us the Company has not defaulted in the repayment of loans orborrowings to any financial institution or bank or government or dues to debentureholders.
9) According to the information and explanation given to us the terms loans have beenapplied by the company during the year for the purpose for which they were obtained. Thecompany did not raise money by way of initial public offer or further public offer(including debts instruments) during the year.
10) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the company or on the company by itsofficers or employees has been noticed or reported during the year.
11) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V of the CompaniesAct 2013.
12) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in the IndAS Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company.
15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company.
16) In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company.
Annexure B to the Independent Auditor's Report of even date on the Ind AS FinancialStatements FAZE THREE AUTOFAB LIMITED (Formerly AUNDE FAZE THREE AUTOFAB LIMITED)for the year ended 31st March 2021
Report on the Internal Financial Controls over financial reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act").
We have audited the internal financial controls over financial reporting of FAZETHREE AUTOFAB LIMITED (Formerly AUNDE FAZE THREE AUTOFAB LIMITED) ("theCompany") as of 31st March 2021 in conjunction with our audit of the IndAS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI').Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the Ind AS financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2021based on internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
| ||For Thakur Vaidyanath Aiyar & Co. |
| ||Chartered Accountants |
| ||Firms Registration No. 000038N |
|Place: Mumbai || |
|Date: 15th May 2021 || |
| ||C. V. Parameswar |
| ||Partner |
| ||Membership No. 11541 |
| ||UDIN No. 21011541AAAABP2514 |